PLEDGE AGREEMENT

PLEDGE AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “ Agreement ”), dated as of September 30, 2009, among each of the undersigned pledgors (each, a “ Pledgor ” and, together with any other entity that becomes a pledgor hereunder pursuant to Section 30 hereof, the “ Pledgors ”) and U.S. Bank National Association, as collateral trustee (together with any successor collateral trustee, the “ Collateral Trustee ” or the “ Pledgee ”), for the benefit of the Secured Parties.  Except as otherwise defined herein, all capitalized terms used herein and defined in the Collateral Trust Agreement (as defined below) shall be used herein as therein defined.

WHEREAS, ACCO Brands Corporation (the “ Issuer ”), the other Pledgors and U.S. Bank National Association, as trustee (together with any successor trustee, the “ Indenture Trustee ”), have entered into an Indenture, dated as of September 30, 2009 (as amended, modified, restated and/or supplemented from time to time, the “ Indenture ”), relating to the Issuer’s 10.625% Senior Secured Notes due 2015 (the “ Senior Secured Notes ”);

WHEREAS, the Issuer, the other Pledgors, the Trustee, the other representatives and agents from time to time party thereto and the Collateral Trustee have entered into a Collateral Trust Agreement, dated as of September 30, 2009 (as amended, modified, restated and/or supplemented from time to time, the “ Collateral Trust Agreement ”);

WHEREAS, pursuant to the Indenture, each Guarantor party thereto has guaranteed to the Secured Parties the payment when due of all Secured Debt Obligations;

WHEREAS, it is a condition precedent to the issuance of any Senior Secured Notes and any other Series of Priority Lien Debt pursuant to the Priority Lien Documents that each Pledgor shall have secured its obligations under the Indenture and the other Secured Debt Documents as set forth herein and executed and delivered to the Pledgee this Agreement; and

WHEREAS, each Pledgor will obtain benefits from the issuance of Senior Secured Notes and the other transactions contemplated by the Priority Lien Documents and, accordingly, desires to execute this Agreement in order to satisfy the condition described in the preceding paragraph;

NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to each Pledgor, the receipt and sufficiency of which are hereby acknowledged, each Pledgor hereby makes the following representations and warranties to the Pledgee for the benefit of the Secured Parties and hereby covenants and agrees with the Pledgee for the benefit of the Secured Parties as follows:

1.   SECURITY FOR OBLIGATIONS.  This Agreement is made by each Pledgor for the benefit of the Secured Parties to secure the Secured Debt Obligations.

2.   DEFINITIONS.  (a)  Reference to singular terms shall include the plural and vice versa.

(b)   The following capitalized terms used herein shall have the definitions specified below:

“ Additional Pledgor ” shall have the meaning set forth in Section 30 hereof.

“ Adverse Claim ” shall have the meaning given such term in Section 8-102(a)(1) of the UCC.

“ Agreement ” shall have the meaning set forth in the first paragraph hereof.

“ Certificated Security ” shall have the meaning given such term in Section 8-102(a)(4) of the UCC.

“ Clearing Corporation ” shall have the meaning given such term in Section 8-102(a)(5) of the UCC.

“ Collateral ” shall have the meaning set forth in Section 3.1 hereof.

“ Collateral Accounts ” shall mean any and all accounts established and maintained by the Pledgee in the name of any Pledgor to which Collateral may be credited, including the accounts listed on Schedule 1 hereto.

“ Collateral Trust Agreement ” shall have the meaning set forth in the recitals hereto.

“ Collateral Trustee ” shall have the meaning set forth in the first paragraph hereof.

“ Domestic Corporation ” shall have the meaning set forth in the definition of “Stock.”

“ Event of Default ” shall mean any Event of Default under, and as defined in, the Indenture and any other Secured Debt Documents and shall in any event include, without limitation, any payment default on any of the Secured Debt Obligations after the expiration of any applicable grace period.

“ Excluded Foreign Entity ” shall mean any Foreign Subsidiary of a Pledgor other than (A) ACCO Mexicana S.A. de C.V., ACCO Brands Canada Inc. and ACCO Brands Europe Holding LP and (B) any Foreign Subsidiary owned by a Pledgor whose Consolidated EBITDA for the immediately preceding fiscal year multiplied by 7.0 is greater than $42,500,000.

“ Exempted Foreign Entity ” shall mean (A) any Foreign Corporation and any limited company organized under the laws of a jurisdiction other than the United States or any State or Territory thereof that, in any such case, is a controlled foreign corporation for purposes of Section 957 of the Code and (B) any foreign partnership which is owned directly by a Pledgor whose pledge of Equity Interests would result in an indirect pledge of Equity Interests of a

“ Financial Asset ” shall have the meaning given such term in Section 8-102(a)(9) of the UCC.

“ Foreign Corporation ” shall have the meaning set forth in the definition of “Stock”.

“ Indemnitees ” shall have the meaning set forth in Section 11 hereof.

“ Indenture ” shall have the meaning set forth in the recitals hereto.

“ Indenture Trustee ” shall have the meaning set forth in the recitals hereto.

“ Instrument ” shall have the meaning given such term in Section 9-102(a)(47) of the UCC.

“ Investment Property ” shall have the meaning given such term in Section 9-102(a)(49) of the UCC.

“ Issuer ” shall have the meaning set forth in the recitals hereto.

“ Limited Liability Company Assets ” shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all limited liability company capital and interest in other limited liability companies), at any time owned by any Pledgor or represented by any Limited Liability Company Interest.

“ Limited Liability Company Interests ” shall mean the entire limited liability company membership interest at any time owned by any Pledgor in any limited liability company.

“ Location ” of any Pledgor has the meaning given such term in Section 9-307 of the UCC.

“ Non-Voting Equity Interests ” shall mean all Equity Interests of any Person which are not Voting Equity Interests.

“ Notes ” shall mean (x) all intercompany notes at any time issued to each Pledgor and (y) all other promissory notes from time to time issued to, or held by, each Pledgor.

“ Partnership Assets ” shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership capital and interest in other partnerships), at any time owned by any Pledgor or represented by any Partnership Interest.

“ Partnership Interest ” shall mean the entire general partnership interest or limited partnership interest at any time owned by any Pledgor in any general partnership or limited partnership.

“ Perfection Certificate ” shall mean the Perfection Certificate, dated as of September 30, 2009 (and as amended, modified, restated and/or supplemented from time to time, including by the execution and delivery of a Perfection Certificate Supplement), by and among the Issuer and the other Pledgors.

“ Perfection Certificate Supplement ” shall mean a supplement to the Perfection Certificate in form and substance reasonably acceptable to the Collateral Trustee.

“ Pledged Notes ” shall mean all Notes at any time pledged or required to be pledged hereunder.

“ Pledgee ” shall have the meaning set forth in the first paragraph hereof.

“ Pledgor ” shall have the meaning set forth in the first paragraph hereof.

“ Proceeds ” shall have the meaning given such term in Section 9-102(a)(64) of the UCC.

“ Registered Organization ” shall have the meaning given such term in Section 9-102(a)(70) of the UCC.

“ Securities Act ” shall mean the Securities Act of 1933, as amended, as in effect from time to time.

“ Securities Intermediary ” shall have the meaning given such term in Section 8-102(a)(14) of the UCC.

“ Security ” and “ Securities ” shall have the meaning given such term in Section 8-102(a)(15) of the UCC and shall in any event also include all Stock.

“ Security Entitlement ” shall have the meaning given such term in Section 8-102(a)(17) of the UCC.

“ Senior Secured Notes ” shall have the meaning set forth in the recitals hereto.

“ Specified Default ” shall have the meaning set forth in Section 5 hereof.

“ Stock ” shall mean (x) with respect to corporations incorporated under the laws of the United States or any State or territory thereof or the District of Columbia (each, a “ Domestic Corporation ”), all of the issued and outstanding shares of capital stock of any Domestic Corporation at any time owned by any Pledgor and (y) with respect to corporations not Domestic Corporations (each, a “ Foreign Corporation ”), all of the issued and outstanding shares of capital stock of any Foreign Corporation at any time owned by any Pledgor.

“ Transmitting Utility ” has the meaning given such term in Section 9-102(a)(80) of the UCC.

“ UCC ” shall mean the Uniform Commercial Code as in effect in the State of New York from time to time; provided that all references herein to specific Sections or subsections of the UCC are references to such Sections or subsections, as the case may be, of the Uniform Commercial Code as in effect in the State of New York on the date hereof.

“ Uncertificated Security ” shall have the meaning given such term in Section 8-102(a)(18) of the UCC.

“ Voting Equity Interests ” of any Person shall mean all classes of Equity Interests of such Person entitled to vote.

3.   PLEDGE OF SECURITIES, ETC.

3.1   Pledge .  (a) To secure the Secured Debt Obligations now or hereafter owed or to be performed by the Pledgors, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of the Secured Parties, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Documents then in effect) in favor of the Pledgee for the benefit of the Secured Parties in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “ Collateral ”):

(i)   each of the Collateral Accounts, including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Indenture or any other Secured Debt Document to be deposited in such Collateral Account, and all investments and all certificates and other Instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing;

(ii)   all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities;

(iii)   all Notes owned or held by such Pledgor from time to time;

(iv)   all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law:

(A)   all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;

(B)   all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;

(C)   all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests;

(D)   all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise;

(E)   all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and

(F)   all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;

(v)   all Partnership Interests owned by such Pledgor from time to time and all of its right, title and interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law:

(A)   all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interests;

(B)   all other payments due or to become due to such Pledgor in respect of Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;

(C)   all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;

(D)   all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise;

(E)   all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and

(F)   all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;

(vi)   all Financial Assets and Investment Property owned by such Pledgor from time to time;

(vii)   all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and

(viii)   all Proceeds of any and all of the foregoing;

provided that, notwithstanding anything to the contrary in this Agreement, (w) no Pledgor shall be required at any time to pledge hereunder Equity Interests of any Excluded Foreign Entity, (x) no Pledgor shall be required at any time to pledge hereunder more than 65% of the total

combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x).

(b)           Notwithstanding anything to the contrary contained in this Section 3.1 or elsewhere in this Agreement, each Pledgor and the Pledgee (on behalf of the Secured Parties) acknowledges and agrees that:

(i)           the security interest granted pursuant to this Agreement (including pursuant to this Section 3.1) to the Pledgee for the benefit of the Secured Parties is subject to the Lien priorities set forth in the Intercreditor Agreement, including, without limitation, Section 2.01 thereof; and

(ii)           the security interests of the ABL Collateral Agent on behalf of the holders of ABL Debt Obligations in the Collateral constitute security interests separate and apart (and of a different class and claim) from the security interests of the Pledgee on behalf of the Secured Parties in the Collateral.

3.2   Procedures .  (a)  To the extent that any Pledgor at any time or from time to time owns, acquires or obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of any action by such Pledgor) be pledged pursuant to Section 3.1 of this Agreement and, in addition thereto, such Pledgor shall (to the extent provided below) take the following actions as set forth below (as promptly as practicable and, in any event, within 10 days after it obtains such Collateral, or with respect to clause (v) below, within the later of 60 days after it obtains such Collateral or 60 days after the Issue Date (or such later date as determined by the Pledgee at the direction of the Secured Parties)) for the benefit of the Pledgee and the other Secured Parties:

(i)   with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall physically deliver such Certificated Security to the Pledgee, endorsed to the Pledgee or endorsed in blank (unless the ABL Collateral Agent is granted a prior security interest in such certificates and instruments and the same are required to be delivered (and are delivered) to the ABL Collateral Agent for the benefit of the holders of ABL Debt Obligations pursuant to the Intercreditor Agreement);

(ii)   with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall cause the issuer of such Uncertificated Security to duly authorize, execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the other Secured Parties substantially in the form of Annex A hereto (appropriately completed to the satisfaction of the Pledgee (or as directed by the Secured Parties) and with such modifications, if any, as shall be satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions

regarding such Uncertificated Security (and any Stock, Partnership Interests and Limited Liability Company Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction (unless the ABL Collateral Agent is granted a prior security interest in such Uncertificated Security and a substantially similar agreement is required to be executed and delivered (and is executed and delivered) to the ABL Collateral Agent for the benefit of the holders of ABL Debt Obligations pursuant to the Intercreditor Agreement);

(iii)   with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), such Pledgor shall promptly notify the Pledgee thereof and shall promptly take (x) all actions required (i) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary and (ii) to perfect the security interest of the Pledgee under applicable law (including, in any event, under Sections 9-314(a), (b) and (c), 9-106 and 8-106(d) of the UCC) and (y) such other actions as the Pledgee deems necessary or desirable to effect the foregoing;

(iv)   with respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities Intermediary), (1) if such Partnership Interest or Limited Liability Company Interest is represented by a certificate and is a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate but is a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof;

(v)   with respect to the Equity Interests of any Exempted Foreign Entity that is not an Excluded Foreign Entity, evidence (including opinions of counsel reasonably satisfactory to the Collateral Trustee (as directed by the Secured Parties) that the Pledgee has an enforceable security interest in the Equity Interests of such Exempted Foreign Entity under the laws of the jurisdiction of formation of such Exempted Foreign Entity, including any required local law pledge agreement, registrations, stock certificates and stock powers, together with any officer’s certificates reasonably requested by the Pledgee (in the case of stock certificates and stock powers, unless the ABL Collateral Agent is granted a prior security interest in the Equity Interests of such Exempted Foreign Entity and such stock certificates and stock powers are required to be delivered (and are delivered) to the ABL Collateral Agent for the benefit of the holders of ABL Debt Obligations pursuant to the Intercreditor Agreement);

(vi)   with respect to any Note with an original principal amount in excess of $2,000,000, physical delivery of such Note to the Pledgee, endorsed in blank, or, at the request of the Pledgee, endorsed to the Pledgee (unless the ABL Collateral Agent is granted a prior security interest in such Note and the same are required to be delivered (and is delivered) to the ABL Collateral Agent for the benefit of the holders of ABL Debt Obligations pursuant to the Intercreditor Agreement); provided that any such Notes owned by any Pledgor on the Issue Date shall be delivered to the Pledgee (or the ABL

Collateral Agent, if applicable) within seven days of the Issue Date (or such later date as determined by the ABL Collateral Agent in its sole discretion); and

(vii)   subject to the Intercreditor Agreement, except to the extent otherwise permitted to be retained by such Pledgor or applied by such Pledgor pursuant to the terms of the Secured Debt Documents, with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof, (i) establishment by the Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have “control” within the meaning of the UCC and at any time any Default or Event of Default is in existence no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Pledgee and (ii) deposit of such cash in such cash account.

(b)   In addition to the actions required to be taken pursuant to Section 3.2(a) hereof, each Pledgor shall take the following additional actions with respect to the Collateral:

(i)   with respect to all Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, or under the laws of any relevant State other than the State of New York), such Pledgor shall take all actions as may be requested from time to time by the Pledgee so that “control” of such Collateral is obtained and at all times held by the Pledgee (unless the ABL Collateral Agent is granted a prior security interest in such Collateral and the same is required to be subject to the “control” (within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, or under the laws of any relevant State other than the State of New York)) of the ABL Collateral Agent pursuant to the Intercreditor Agreement); and

(ii)   each Pledgor shall from time to time cause appropriate financing statements (on appropriate forms) under the Uniform Commercial Code as in effect in the various relevant States, covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee’s security interest in all Investment Property and other Collateral which can be perfected by the filing of such financing statements (in each case to the maximum extent perfection by filing may be obtained under the laws of the relevant States, including, without limitation, Section 9-312(a) of the UCC) is so perfected.

3.3   Subsequently Acquired Collateral .  If any Pledgor shall acquire (by purchase, stock dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, (i) such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, such Pledgor will thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 10 days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof ( provided , however , that such Pledgor shall have 60 days after it obtains any Equity Interests of any Exempted Foreign Entity that is not an Excluded Foreign Entity (or such later date as determined by the Pledgee at the direction of the Secured Parties) to take the actions set

forth in Section 3.2(a)(v)), and will promptly thereafter deliver to the Pledgee (i) a certificate executed by an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Parties) hereunder and (ii) a Perfection Certificate Supplement as necessary to cause the Perfection Certificate to be complete and accurate at such time.  Without limiting the foregoing, each Pledgor shall be required to pledge hereunder the Equity Interests of any Exempted Foreign Entity at any time and from time to time after the date hereof acquired by such Pledgor, provided that, notwithstanding anything to the contrary in this Agreement, (w) no Pledgor shall be required at any time to pledge hereunder Equity Interests of any Excluded Foreign Entity, (x) no Pledgor shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Equity Interests of any Exempted Foreign Entity and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x).

3.4   Transfer Taxes .  Each pledge of Collateral under Section 3.1 or Section 3.3 hereof shall be accompanied by any transfer tax stamps required in connection with the pledge of such Collateral.

3.5   Certain Representations and Warranties Regarding the Collateral .  Each Pledgor represents and warrants that on the date hereof: (i) each Subsidiary of such Pledgor, and the direct ownership thereof, is listed in paragraph 10 of the Perfection Certificate; (ii) the Stock (and any warrants or options to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or warrants or options to purchase any stock) of the corporations as described in paragraph 11 of the Perfection Certificate; (iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as is set forth in paragraph 11 of the Perfection Certificate; (iv) the Notes held by such Pledgor consist of the promissory notes described in paragraph 12 of the Perfection Certificate where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by such Pledgor consist of the number and type of interests of the Persons described in paragraph 11 of the Perfection Certificate; (vi) each such Limited Liability Company Interest referenced in clause (v) of this paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing Person as set forth in paragraph 11 of the Perfection Certificate; (vii) the Partnership Interests held by such Pledgor consist of the number and type of interests of the Persons described in paragraph 11 of the Perfection Certificate; (viii) each such Partnership Interest referenced in clause (viii) of this paragraph constitutes that percentage or portion of the entire partnership interest of the Partnership as set forth in paragraph 11 of the Perfection Certificate; (ix) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in paragraphs 11 and 12 of the Perfection Certificate; and (x) on the date hereof, such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or Partnership Interests.

3.6   Limited Liability Company Interests and Partnership Interests .  None of the Limited Liability Company Interests nor the Partnership Interests are or represent interests in issuers that: (a) are registered as investment companies or (b) are dealt in or traded on securities exchanges or markets.  Except as set forth on Schedule 16 to the Perfection Certificate, all of the

Limited Liability Company Interests and Partnership Interests are or represent interests in issuers that have opted to be treated as securities under the Uniform Commercial Code of any jurisdiction.  Each Pledgor hereby covenants and agrees that, without the prior written consent of the Pledgee, it shall not vote to enable or take any other action to cause any issuer of any Partnership Interests or Limited Liability Company Interests which are not Securities (for purposes of the Uniform Commercial Code of any jurisdiction) on the date hereof to elect or otherwise take any action to cause such Partnership Interests or Limited Liability Company Interests to be treated as Securities for purposes of the Uniform Commercial Code of any jurisdiction; provided , however , that notwithstanding the foregoing, if any issuer of any Partnership Interests or Limited Liability Company Interests takes any such action in violation of the foregoing in this Section 3.6, such Pledgor shall promptly notify the Pledgee in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Pledgee’s “control” (within the meaning of Section 8-106 of the UCC) thereof (unless the ABL Collateral Agent is granted a prior security interest in such Partnership Interests or Limited Liability Company Interests and the same is required to be subject to the “control” (within the meaning of Section 8-106 of the UCC) of the ABL Collateral Agent pursuant to the Intercreditor Agreement).

4.   APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC.  The Pledgee shall have the right to appoint one or more sub-agents for the purpose of retaining physical possession of the Collateral, which may be held (in the discretion of the Pledgee) in the name of the relevant Pledgor, endorsed or assigned in blank or in favor of the Pledgee or any nominee or nominees of the Pledgee or a sub-agent appointed by the Pledgee.

5.   VOTING, ETC., WHILE NO EVENT OF DEFAULT OR SPECIFIED DEFAULT.  Unless and until there shall have occurred and be continuing an Event of Default under the Indenture or any other Secured Debt Document or a Default under Section 6.01(a) or 6.01(h) of the Indenture (each such Default, a “ Specified Default ”) and the Pledgee has notified the Issuer of its exercise of rights under this Section 5, each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral owned by it, and to give consents, waivers or ratifications in respect thereof; provided that, in each case, no vote shall be cast or any consent, waiver or ratification given or any action taken or omitted to be taken which would violate, result in a breach of any covenant contained in, or be inconsistent with any of the terms of any Secured Debt Document, or which could reasonably be expected to have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Party in the Collateral, unless expressly permitted by the terms of the Secured Debt Documents.  All such rights of each Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default has occurred and is continuing, and Section 7 hereof shall become applicable.

6.   DIVIDENDS AND OTHER DISTRIBUTIONS.  Unless and until there shall have occurred and be continuing an Event of Default, all ordinary cash dividends, cash distributions and other cash amounts payable in respect of the Collateral by the issuer in the normal course of business of the issuer and consistent with past practice of the issuer shall be paid to the respective Pledgor.  Subject to the Intercreditor Agreement, the Pledgee shall be entitled to receive directly, and to retain as part of the Collateral:

(i)   all other or additional stock, notes, certificates, limited liability company interests, partnership interests, instruments or other securities or property (including, but not limited to, cash dividends and other cash distributions other than as set forth above) paid or distributed by way of dividend or otherwise in respect of the Collateral;

(ii)   all other or additional stock, notes, certificates, limited liability company interests, partnership interests, instruments or other securities or property (including, but not limited to, cash) paid or distributed in respect of the Collateral by way of stock-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement; and

(iii)   all other or additional stock, notes, certificates, limited liability company interests, partnership interests, instruments or other securities or property (including, but not limited to, cash (although such cash may be paid directly to the respective Pledgor so long as no Event of Default then exists)) which may be paid in respect of the Collateral by reason of any consolidation, merger, exchange of stock, conveyance of assets, liquidation or similar corporate or other reorganization.

Nothing contained in this Section 6 shall limit or restrict in any way the Pledgee’s right to receive the proceeds of the Collateral in any form in accordance with Section 3 of this Agreement.  All dividends, distributions or other payments which are received by any Pledgor contrary to the provisions of this Section 6 or Section 7 hereof shall be received in trust for the benefit of the Pledgee, shall be segregated from other property or funds of such Pledgor and, subject to the Intercreditor Agreement, shall be forthwith paid over to the Pledgee as Collateral in the same form as so received (with any necessary endorsement).

7.   REMEDIES IN CASE OF AN EVENT OF DEFAULT OR A SPECIFIED DEFAULT. (a) If there shall have occurred and be continuing an Event of Default, then and in every such case, subject to the Intercreditor Agreement, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to